UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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(Exact Name of Registrant as Specified in Charter)
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(I.R.S. Employer Identification Number) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter). Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01. | Other Events. |
In connection with the filing of a Registration Statement on Form S-3 by II-VI Incorporated (the “Company”) on the date hereof, the Company is filing herewith certain unaudited pro forma condensed combined financial information (collectively, the “Pro Forma Financial Information”). The Pro Forma Financial Information is derived from (i) the audited historical financial statements of the Company and its consolidated subsidiaries, of Finisar Corporation (“Finisar”) and its consolidated subsidiaries and of Coherent, Inc. (“Coherent”) and its consolidated subsidiaries; and (ii) from the unaudited historical financial statements of the Company and its consolidated subsidiaries, of Finisar and its consolidated subsidiaries and of Coherent and its consolidated subsidiaries, and, in each case, adjusted to give effect to the pending acquisition of Coherent by the Company and the related transactions (collectively, the “Transactions”), which remains subject to customary closing conditions.
The pro forma adjustments reflected in the Pro Forma Financial Information have been made solely for informational purposes. As a result, the Pro Forma Financial Information is not intended to represent and does not purport to be indicative of what the combined company financial condition or results of operations would have been had the Transactions occurred at an earlier date. In addition, the Pro Forma Financial Information does not purport to project the future financial condition and results of operations of the combined company. The actual results of the combined company may differ significantly from those reflected in the Pro Forma Financial Information.
The Pro Forma Financial Information is being filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 99.1 | Unaudited Pro forma Condensed Combined Financial Information of II-VI Incorporated, Finisar Corporation and Coherent, Inc. and the related notes thereto. | |||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| II-VI Incorporated | ||||||
| Date: August 5, 2021 | By: | /s/ Mary Jane Raymond | ||||
| Mary Jane Raymond | ||||||
| Chief Financial Officer and Treasurer | ||||||